Q2 Metals Announces Closing of C$26 Million Private Placement of Flow- Through Shares
Q2 Metals Announces Closing of C$26 Million Private Placement of Flow-
Through Shares
Not for distribution to United States newswire services or for dissemination in the United States
VANCOUVER, British Columbia, Aug. 14, 2025 -- Q2 Metals Corp. (TSX.V: QTWO | OTCQB: QUEXF | FSE: 458) (“Q2” or
the “Company”) is pleased to announce that the Company has closed its previously announced upsized private placement of
26,000,000 common shares of the Company that qualify as “flow-through shares” (within the meaning of subsection 66(15) of
the Tax Act (as defined below))(the “ FT Shares ”) at a price of $1.00 per FT Share (the “ Offering Price ”) for total gross
proceeds of $26,000,000 (the “ Offering”), which includes the full exercise of the Agent’s option for gross proceeds of
$5,000,000.
The Offering was conducted on best efforts private placement basis pursuant to an agency agreement dated August 14, 2025
between Canaccord Genuity Corp., as sole agent and bookrunner (the “ Agent”), and the Company. The Offering consisted of
the sale of 25,000,000 FT Shares (the “LIFE FT Shares”) sold pursuant to the listed issuer financing exemption under Part 5A
of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) as amended by Coordinated Blanket Order 45-935 –
Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the “Listed Issuer Financing Exemption ”)
and 1,000,000 FT Shares (the “ Non-LIFE FT Shares ”) pursuant to prospectus exemptions under NI 45-106 other than the
Listed Issuer Financing Exemption.
The Company will use an amount equal to the gross proceeds received by the Company from the sale of the FT Shares,
pursuant to the provisions in the Income Tax Act (Canada) (the “Tax Act ”), to incur (or be deemed to incur) eligible “Canadian
exploration expenses” that qualify as “flow-through critical mineral mining expenditures” (as both terms are defined in the Tax
Act) (the “Qualifying Expenditures ”) related to the Company’s mineral projects in Québec, on or before December 31, 2026,
and to renounce all the Qualifying Expenditures in favour of the subscribers of the FT Shares effective on or before December
31, 2025.
As consideration for the Agent’s services, the Agent received a cash commission of $1,300,000 and 1,300,000 non-
transferable broker warrants (the “Broker Warrants ”) with each Broker Warrant entitling the holder thereof to purchase one
common share of the Company (a “ Broker Share ”) at a price of $0.90 per Broker Share for a period of three years from the
closing date of the Offering.
The Offering remains subject to the final approval of the TSX Venture Exchange. The LIFE FT Shares are not subject to any
hold period under applicable Canadian securities laws. The Non-LIFE FT Shares are subject to a hold period of four months
and one day from the closing date of the Offering under applicable Canadian securities laws.
An offering document related to the Offering can be accessed under the Company’s profile on SEDAR+ at www.sedarplus.ca
and on the Company’s website at www.q2metals.com.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the
securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the
United States of America. The securities have not been and will not be registered under the United States Securities Act of
1933, as amended (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to,
or for account or benefit of, U.S. persons unless registered under the 1933 Act and applicable state securities laws, or an
exemption from such registration requirements is available. “United States” and “U.S. person” have the meaning ascribed to
them in Regulation S under the 1933 Act.
ABOUT Q2 METALS CORP.
Q2 Metals is a Canadian mineral exploration company focused on the Cisco Lithium Project located within the greater
Nemaska traditional territory of the Eeyou Istchee, James Bay, Quebec, Canada.
The Cisco Project is comprised of 801 claims, totaling 41,253 hectares, with the main mineralized zone just 6.5 km from the
Billy Diamond Highway, which transects the Project. The Town of Matagami, rail head of the Canadian National Railway, is
approximately 150 km to the south.
The Cisco Project has district-scale potential with an initial Exploration Target estimating a range of potential lithium
mineralization and grade of 215 to 329 million tonnes at a grade ranging from 1.0 to 1.38% Li 2O, based only on the first 40
holes drilled.
Drill testing continues with mineralization open at depth and along strike with potential for significant expansion at the Cisco
Mineralized Zone. The 2025 Summer Program is ongoing, with rolling assay results anticipated into Q3 2025 as the Company
works towards a maiden resource estimate.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Alicia Milne
President & CEO
Jason McBride
Investor Relations Manager
Chris Ackerman
Corporate Development
Telephone: 1 (800) 482-7560
E-mail: [email protected]
WWW.Q2Metals.com
Follow the Company: Twitter, LinkedIn, Facebook, and Instagram
Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information (collectively, “forward-looking
statements”) within the meaning of applicable Canadian legislation. Forward-looking statements are typically identified by
words such as: “believes”, “expects”, “anticipates”, “intends”, “estimates”, “plans”, “may”, “should”, “would”, “will”, “potential”,
“scheduled” or variations of such words and phrases and similar expressions, which, by their nature, refer to future events or
results that may, could, would, might or will occur or be taken or achieved. Accordingly, all statements in this news release
that are not purely historical are forward-looking statements and include statements regarding beliefs, plans, expectations and
orientations regarding the future including, without limitation, any statements or plans regard the geological prospects of the
Company’s properties and the future exploration endeavors of the Company. Although the Company believes the expectations
expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of
future performance and actual results or developments may differ materially from those in the forward-looking statements.
Forward-looking statements are based on a number of material factors and assumptions.
Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results
to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this news
release speak only as of the date of this news release or as of the date specified in such statement. Forward looking
statements in this news release include, but are not limited to, statements with respect to use of proceeds of the Offering, tax
treatment of the FT Shares, the Company’s proposed summer exploration and drill programs, drilling results on the Cisco
Project and inferences made therefrom, the preparation of an exploration target on the Cisco Project, the potential scale of the
Cisco Project, the focus of the Company’s current and future exploration and drill programs, the scale, scope and location of
future exploration and drilling activities. Factors that could cause actual results to differ materially from those in forward-
looking statements include failure to obtain necessary approvals, variations in ore grade or recovery rates, changes in project
parameters as plans continue to be refined, unsuccessful exploration results, changes in project parameters as plans
continue to be refined, results of future resource estimates, future metal prices, availability of capital and financing on
acceptable terms, reallocation of proposed use of funds, general economic, market or business conditions, risks associated
with regulatory changes, defects in title, availability of personnel, materials and equipment on a timely basis, accidents or
equipment breakdowns, uninsured risks, delays in receiving government approvals, unanticipated environmental impacts on
operations and costs to remedy same. Readers are cautioned that mineral exploration and development of mines is an
inherently risky business and accordingly, the actual events may differ materially from those projected in the forward-looking
statements. Additional risk factors are discussed in the section entitled “Risk Factors” in the Company’s Management
Discussion and Analysis for its recently completed fiscal period, which is available under Company’s SEDAR profile
at www.sedarplus.ca.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking
statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated,
believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors
which could cause actual results to differ materially, there may be others that cause results not to be as anticipated,
estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking
information except as otherwise required by applicable law.
“Neil McCallum, B.Sc., P.Geol., a registered permit holder with the Ordre des Géologues du Québec and Qualified Person as
defined by NI 43-101 has reviewed and approved the technical information in this news release. Mr. McCallum is a director and
the Vice President Exploration for Q2 Metals.”
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of
the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.